FCHL gets Nasdaq bid-price notice; 180-day cure to May 5, 2026

Fitness Champs Holdings Limited (FCHL) reported a Nasdaq bid-price deficiency.

Accepted by SEC EDGAR 11/10/2025 - 04:00 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Fitness Champs Holdings Limited (FCHL) reported a Nasdaq bid-price deficiency. Nasdaq notified the company on November 6, 2025 that its shares failed to meet the $1.00 minimum bid price under Rule 5550(a)(2) based on closing bids from September 24, 2025 to November 5, 2025.

FCHL has a 180‑day compliance period through May 5, 2026 to regain compliance. If it qualifies on other initial listing standards and provides written notice of an intent to cure, the company may receive an additional 180 days, potentially including a reverse stock split. If compliance is not regained or eligibility is not met, Nasdaq may move to delist the securities. The company is evaluating options and intends to regain compliance.

Insights

Listing & Market Structure Analyst

Nasdaq bid-price deficiency starts a 180-day cure clock.

FCHL received notice that its shares fell below the $1.00 minimum bid price, triggering Rule 5550(a)(2). The company has until May 5, 2026 to regain compliance by sustaining a qualifying bid price for the required period under Nasdaq rules.

If it meets other initial listing standards and submits written intent to cure, FCHL may obtain a second 180-day window, potentially using a reverse stock split. Failure to cure could lead to delisting proceedings, which can affect trading venue and liquidity.

Key milestones are the initial deadline on May 5, 2026 and any subsequent eligibility for a second 180-day period. Actual outcomes depend on market pricing and company actions disclosed in future updates.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2025

Commission File Number 001-42823

Fitness Champs Holdings Limited

(Exact name of registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s Name Into English)

7030 Ang Mo Kio Street, Avenue 5, #04-48, North Star@AMK, Singapore		569880
(Address of principal executive offices)		(Zip Code)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes ☐ No ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

Nasdaq Minimum Bid Price Deficiency Letter

On November 6, 2025, Fitness Champs Holdings Limited (the “Company”) received a letter from the Listing Qualifications staff of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that based on the closing bid price of the Company for the period from September 24, 2025 to November 5, 2025, the Company no longer meets the continued listing requirement of Nasdaq under Nasdaq Listing Rules 5550(a)(2), to maintain a minimum bid price of $1 per share.

Nasdaq has provided the Company with a 180-calendar day compliance period, or until May 5, 2026, in which to regain compliance with Nasdaq continued listing requirement. In the event that the Company does not regain compliance in the compliance period, the Company may be eligible for an additional 180 calendar days, should the Company meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and is able to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. However, if it appears that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice that the Company’s securities will be subject to delisting.

The Company is currently evaluating options to regain compliance and intends to timely regain compliance with Nasdaq’s continued listing requirement. Although the Company will use all reasonable efforts to achieve compliance with Rule 5550(a)(2), there can be no assurance that the Company will be able to regain compliance with that rule or will otherwise be in compliance with other Nasdaq continued listing requirement.

On November 10, 2025, the Company issued a press release discussing the receipt of the deficiency letter, which is filed as exhibit 99.1 to this Form 6-K.

Exhibits

99.1 Press Release on Receipt of Nasdaq Deficiency Letter dated November 10, 2025

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Fitness Champs Holdings Limited
Date: November 10, 2025	By	/s/ Joyce Lee Jue Hui
		Joyce Lee Jue Hui
		Chief Executive Officer and Executive Director